Urgent.ly (ULY) director Suzie Doran granted 833 RSUs in Form 4

Rhea-AI Filing Summary

Urgent.ly Inc. director Suzie Doran reported a stock-based award of 833 shares of common stock on January 28, 2026. The shares are represented by restricted stock units that vest on the earlier of January 28, 2027 or the company’s next annual stockholder meeting.

After this grant, Doran beneficially owns 8,455 shares of Urgent.ly common stock in direct form. The share amounts in this report have been adjusted to reflect a 1‑for‑12 reverse stock split of Urgent.ly’s common stock that became effective on March 17, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Doran Suzie

(Last) (First) (Middle)

C/O URGENT.LY INC.

44927 GEORGE WASHINGTON BLVD, SUITE 265

(Street)

ASHBURN VA 20147

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Urgent.ly Inc. [ ULY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/28/2026		A		833(1)	A	$0	8,455(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported shares are represented by restricted stock units, or RSUs, which vest on the earlier of (i) January 28, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders.

2. Effective on March 17, 2025, the Issuer effected a 1-to-12 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.

	/s/ Matthew Booth, by power of attorney	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Urgent.ly (ULY) disclose for Suzie Doran?

Urgent.ly disclosed that director Suzie Doran received 833 shares on January 28, 2026. These shares are in the form of restricted stock units and were granted at a price of $0 per share, increasing her beneficial ownership to 8,455 shares.

How many Urgent.ly (ULY) shares does director Suzie Doran own after this Form 4?

After the reported transaction, Suzie Doran beneficially owns 8,455 Urgent.ly shares. This total reflects her holdings following the grant of 833 restricted stock unit shares and already incorporates the company’s prior 1‑for‑12 reverse stock split adjustment.

What are the vesting terms of Suzie Doran’s Urgent.ly (ULY) RSUs?

The 833 restricted stock units vest on the earlier of two dates. They will vest either on January 28, 2027 or on the date of Urgent.ly’s next annual meeting of stockholders, whichever occurs first, according to the reported footnote.

At what price were Suzie Doran’s Urgent.ly (ULY) RSUs granted?

The 833 Urgent.ly restricted stock unit shares were granted at a price of $0 per share. This indicates they are a stock-based compensation award rather than an open-market purchase, as reflected in the Form 4 transaction details.

How did Urgent.ly’s reverse stock split affect this Form 4 for Suzie Doran?

Urgent.ly’s 1‑for‑12 reverse stock split on March 17, 2025 affected the share counts. The Form 4 notes that all securities reported, including the 833 units and 8,455 total shares, have been adjusted to reflect this reverse stock split.